Common use of Representations Regarding Accounts and Inventory Clause in Contracts

Representations Regarding Accounts and Inventory. The Company represents and warrants to the Lender that: (a) each Trade Account Receivable (and each trade account receivable of the Company’s subsidiaries) is based on an actual and bona fide sale and delivery of Inventory or rendition of services to customers, made by the Company (or its subsidiaries) in the ordinary course of its business, without dispute, offset, defense, counterclaim or contra, except for disputes and other matters arising in the ordinary course of business of which the Company has notified the Lender when required pursuant to Section 7.2(g) hereof; (b) the Inventory being sold and the Trade Accounts Receivable (or trade accounts receivable of the Company’s subsidiaries) created by such sales are the exclusive property of the Company (or such subsidiaries) and are not subject to any lien, consignment arrangement (i.e., pursuant to which the Company is a consignee), encumbrance, security interest or financing statement whatsoever, other than Permitted Encumbrances; (c) the invoices evidencing such Trade Accounts Receivable (or trade accounts receivable of the Company’s subsidiaries) are in the name of the Company (or such subsidiaries); (d) the customers of the Company (or the Company’s subsidiaries) have accepted the Inventory or services, owe and are obligated to pay the full amounts stated in the invoices according to their terms, without dispute, offset, defense, counterclaim or contra, except for disputes and other matters arising in the ordinary course of business of which the Company has notified the Lender when required pursuant to Section 7.2(g) hereof; and (e) the Company’s Inventory (and the Inventory of the Company’s subsidiaries) other than Excluded Inventory is marketable in the ordinary course of the Company’s (or such subsidiaries’) business, and no Inventory has been produced in violation of the Fair Labor Standards Act (29 U.S.C. §201 et seq.), as amended.

Representations Regarding Accounts and Inventory. The Company represents and warrants to the Lender Agent and the Lenders that: (a) each Trade Account Receivable (and each trade account receivable of the Company’s subsidiaries) is based on an actual and bona fide sale and delivery of Inventory (other than Excluded Inventory) or rendition of services to customers, made by the Company (or its subsidiaries) in the ordinary course of its business, without dispute, offset, defense, counterclaim or contra, except for disputes and other matters arising in the ordinary course of business of which the Company has notified the Lender when required pursuant to Section 7.2(g) hereof; (b) the Inventory being sold by the Company and the Trade Accounts Receivable (or trade accounts receivable of the Company’s subsidiaries) created by such sales are the exclusive property of the Company (or such subsidiaries) and are not subject to any lien, consignment arrangement (i.e., pursuant to which the Company is a consignee)arrangement, encumbrance, security interest or financing statement whatsoever, other than Permitted Encumbrances; (c) the invoices evidencing such Trade Accounts Receivable (or trade accounts receivable of the Company’s subsidiaries) are in the name of the Company (or such subsidiaries)Company; (d) the applicable customers of the Company (or the Company’s subsidiaries) have accepted the Inventory or servicesservices giving rise to Trade Accounts Receivable, owe and are obligated to pay the full amounts stated in the invoices according to their terms, without dispute, offset, defense, counterclaim or contra, except for disputes and other matters arising in the ordinary course of business of which as disclosed by the Company has notified to the Lender Agent as and when required pursuant to Section 7.2(g6.2(g) hereof; and; (e) the Company’s Inventory (and in which the Inventory of the Company’s subsidiaries) other than Excluded Inventory Agent holds a first priority security interest is marketable in the ordinary course of the Company’s business; and (or such subsidiaries’f) business, and no Inventory has been produced by the Company in violation of the Fair Labor Standards Act (29 U.S.C. §201 et seq.), as amended, it being understood that without limiting any of the Agent’s other rights hereunder, no breach of this representation shall be deemed to have occurred based on an alleged violation of this statute which is contested by the Company, unless and until the U.S. Department of Labor has made a determination that such violation has occurred.

Representations Regarding Accounts and Inventory. The Company Each of the Obligors hereby represents and warrants to the Lender that: (a) : each Trade Account Receivable (and each trade account receivable of the Company’s subsidiaries) such Obligor is based on an actual and bona fide sale and delivery of Inventory or rendition of services to their respective customers, and any other Account of such Obligor is bona fide, made by the Company (or its subsidiaries) such Obligor in the ordinary course of its business, without dispute, offset, defense, counterclaim or contra, except for disputes and other matters arising in the ordinary course of business of which the Company has notified the Lender when required pursuant to Section 7.2(g) hereof; (b) ; the Inventory of such Obligor being sold sold, and the Trade Accounts Receivable (or trade accounts receivable of the Company’s subsidiaries) created by such sales created, are the exclusive property of the Company (or such subsidiaries) Obligor and are not and shall not be subject to any lienLien, consignment arrangement (i.e., pursuant to which the Company is a consignee)arrangement, encumbrance, security interest or financing statement whatsoever, other than the Permitted Encumbrances; (c) ; the invoices evidencing such Trade Accounts Receivable (or trade accounts receivable of the Company’s subsidiaries) are in the name of the Company (or such subsidiaries); (d) Obligor, and the customers of the Company (or the Company’s subsidiaries) relevant Obligor have accepted the Inventory or services, owe and are obligated to pay the full amounts stated in the invoices according to their terms, without dispute, offset, defense, counterclaim or contra, except for disputes and other matters arising in the ordinary course of business with respect to which such Obligor has complied with the notification requirements of which the Company has notified Paragraph 7.6 of this Section 7. Each Obligor confirms to the Lender that any and all Taxes or fees relating to its business, its sales, or the Accounts or Inventory relating thereto, are their sole responsibility and that same will be paid by such Obligor when required due, subject to Paragraph 7.2(e) of this Section 7, and that none of said Taxes or fees represents a Lien on or claim against the Accounts. Each of the Obligors hereby further represents and warrants to the Lender that such Obligor shall not acquire any Inventory on a consignment basis, nor co-mingle its Inventory with any inventory of any of its customers or any other Person (other than Inventory of another Obligor which constitutes Collateral), including pursuant to Section 7.2(g) hereof; and (e) the Company’s Inventory (any ▇▇▇▇ and the Inventory of the Company’s subsidiaries) other than Excluded hold sale or otherwise, and that such Obligor's Inventory is marketable to its customers in the ordinary course of business of such Obligor, except as such Obligor may otherwise report in writing to the Company’s (or such subsidiaries’) business, and no Inventory has been produced in violation Lender pursuant to Paragraph 7.6 of the Fair Labor Standards Act (29 U.S.C. §201 et seqthis Section 7 from time to time.), as amended.

Representations Regarding Accounts and Inventory. The Company Each of the Obligors hereby represents and warrants to the Lender Agents and the Lenders that: (a) : each Trade Account Receivable (and each trade account receivable of the Company’s subsidiaries) such Obligor, other than Excluded Albion Receivables, is based on an actual and bona fide sale and delivery of Inventory or rendition of services to their respective customers, any other Account of such Obligor is bona fide, made by the Company (or its subsidiaries) such Obligor in the ordinary course of its business, without dispute, offset, defense, counterclaim or contra, except for disputes and other matters arising in the ordinary course of business of which the Company has notified the Lender when required pursuant to Section 7.2(g) hereof; (b) ; the Inventory of such Obligor being sold sold, and the Trade Accounts Receivable (or trade accounts receivable of the Company’s subsidiaries) created by such sales created, other than Excluded Albion Receivables and Excluded Albion Inventory, are the exclusive property of the Company (or such subsidiaries) Obligor and are not and shall not be subject to any lien, consignment arrangement (i.e., pursuant to which the Company is a consignee)arrangement, encumbrance, security interest or financing statement whatsoever, other than the Permitted Encumbrances; (c) ; the invoices evidencing such Trade Accounts Receivable (or trade accounts receivable of the Company’s subsidiaries) Receivable, other than Excluded Albion Receivables, are in the name of the Company (or such subsidiaries); (d) Obligor, as applicable; and the customers of the Company (or the Company’s subsidiaries) relevant Obligor have accepted the Inventory Inventory, other than Excluded Albion Inventory, or services, owe and are obligated to pay the full amounts stated in the invoices according to their terms, without dispute, offset, defense, counterclaim or contra, except for disputes and other matters arising in the ordinary course of business with respect to which such Obligor has complied with the notification requirements of which Paragraph 3.5 of this Section 3 and matters relating to the Company has notified filing of the Lender when required pursuant Cases. Each Obligor confirms to Section 7.2(g) hereof; and (e) the Company’s Inventory (Administrative Agent and the Lenders that any and all Taxes or fees relating to its business, its sales, the Accounts or Inventory relating thereto, are its sole responsibility and that same will be paid by such Obligor when due, subject to Paragraph 8.2(e) of Section 8 of this Agreement, and that none of said Taxes or fees represents a lien on or claim against the Accounts. Each of the Company’s subsidiaries) Obligors hereby further represents and warrants to the Administrative Agent and the Lenders that such Obligor shall not acquire any Inventory, other than Excluded Albion Inventory, on a consignment basis, nor co-mingle its Inventory with any of inventory of any of its customers or any other Person (other than Inventory of another Obligor which constitutes Collateral), including pursuant to any ▇▇▇▇ and hold sale or otherwise, and that such Obligor's Inventory, other than Excluded Albion Inventory, is marketable to its customers in the ordinary course of business of such Obligor, except as such Obligor may otherwise report in writing to the Company’s (or such subsidiaries’) business, and no Inventory has been produced in violation of the Fair Labor Standards Act (29 U.S.C. §201 et seqAdministrative Agent pursuant to Paragraph 3.5 hereof from time to time.), as amended.

Representations Regarding Accounts and Inventory. The Company Each of the Obligors hereby represents and warrants to the Lender Agents and the Lenders that: (a) : each Trade Account Receivable (and each trade account receivable of the Company’s subsidiaries) such Obligor is based on an actual and bona fide sale and delivery of Inventory or rendition of services to their respective customers, any other Account of such Obligor is bona fide, made by the Company (or its subsidiaries) such Obligor in the ordinary course of its business, without dispute, offset, defense, counterclaim or contra, except for disputes and other matters arising in the ordinary course of business of which the Company has notified the Lender when required pursuant to Section 7.2(g) hereof; (b) ; the Inventory of such Obligor being sold sold, and the Trade Accounts Receivable (or trade accounts receivable of the Company’s subsidiaries) created by such sales created, are the exclusive property of the Company (or such subsidiaries) Obligor and are not and shall not be subject to any lien, consignment arrangement (i.e., pursuant to which the Company is a consignee)arrangement, encumbrance, security interest or financing statement whatsoever, other than the Permitted Encumbrances; (c) ; the invoices evidencing such Trade Accounts Receivable (or trade accounts receivable of the Company’s subsidiaries) are in the name of the Company (or such subsidiaries); (d) Obligor, as applicable; and the customers of the Company (or the Company’s subsidiaries) relevant Obligor have accepted the Inventory or services, owe and are obligated to pay the full amounts stated in the invoices according to their terms, without dispute, offset, defense, counterclaim or contra, except for disputes and other matters arising in the ordinary course of business with respect to which such Obligor has complied with the notification requirements of Paragraph 3.5 of this Section 3. Each Obligor confirms to the Administrative Agent and the Lenders that any and all Taxes or fees relating to its business, its sales, the Accounts or Inventory relating thereto, are its sole responsibility and that same will be paid by such Obligor when due, subject to Paragraph 9.2(e) of Section 9 of this Financing Agreement, and that none of said Taxes or fees represents a lien on or claim against the Accounts. Each of the Obligors hereby further represents and warrants to the Administrative Agent and the Lenders that such Obligor shall not acquire any Inventory on a consignment basis, nor co-mingle its Inventory with any of inventory of any of its customers or any other Person (other than Inventory of another Obligor which the Company has notified the Lender when required constitutes Collateral), including pursuant to Section 7.2(g) hereof; and (e) the Company’s Inventory (any ▇▇▇▇ and the Inventory of the Company’s subsidiaries) other than Excluded hold sale or otherwise, and that such Obligor's Inventory is marketable to its customers in the ordinary course of business of such Obligor, except as such Obligor may otherwise report in writing to the Company’s (or such subsidiaries’) business, and no Inventory has been produced in violation of the Fair Labor Standards Act (29 U.S.C. §201 et seqAdministrative Agent pursuant to Paragraph 3.5 hereof from time to time.), as amended.

Representations Regarding Accounts and Inventory. The Company represents and warrants to the Lender Agent and the Lenders that: (a) each Trade Account Receivable (and each trade account receivable of the Company’s subsidiaries) is based on an actual and bona fide sale and delivery of Inventory or rendition of services to customers, made by the Company (or its subsidiaries) in the ordinary course of its business, without dispute, offset, defense, counterclaim or contra, except for disputes and other matters arising in the ordinary course of business of which the Company has notified the Lender Agent when required pursuant to Section 7.2(g) hereof; (b) the Inventory being sold and the Trade Accounts Receivable (or trade accounts receivable of the Company’s subsidiaries) created by such sales are the exclusive property of the Company (or such subsidiaries) and are not subject to any lien, consignment arrangement (i.e., pursuant to which the Company is a consignee), encumbrance, security interest or financing statement whatsoever, other than Permitted Encumbrances; (c) the invoices evidencing such Trade Accounts Receivable (or trade accounts receivable of the Company’s subsidiaries) are in the name of the Company (or such subsidiaries); (d) the customers of the Company (or the Company’s subsidiaries) have accepted the Inventory or services, owe and are obligated to pay the full amounts stated in the invoices according to their terms, without dispute, offset, defense, counterclaim or contra, except for disputes and other matters arising in the ordinary course of business of which the Company has notified the Lender Agent when required pursuant to Section 7.2(g) hereof; and (e) the Company’s Inventory (and the Inventory of the Company’s subsidiaries) other than Excluded Inventory is marketable in the ordinary course of the Company’s (or such subsidiaries’) business, and no Inventory has been produced in violation of the Fair Labor Standards Act (29 U.S.C. §201 et seq.), as amended.